


Lying Beside You

by swanprincess



Category: Game of Thrones (TV)
Genre: Angst with a Happy Ending, Eventual Smut, F/M, Fingerfucking, Fluff and Angst, Friends to Lovers, Masturbation, Mutual Masturbation, Public Masturbation, Shameless Smut, Smut, Vaginal Fingering, Vaginal Sex
Language: English
Status: Completed
Published: 2017-10-17
Updated: 2017-10-17
Packaged: 2019-01-18 12:58:12
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 4,533
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12388554
Author URL: https://archiveofourown.org/users/swanprincess/pseuds/swanprincess
Summary: Slight AU where Gendry and Arya both stay with the Brotherhood. Gendry sleeps beside Arya every night to protect her, but as she grows older her proximity causes some... problems, for him. He just doesn't realize how aware Arya is of his issues.*smut is mentioned in the first chapter, but only explicit in chapter 3





	1. Chapter 1

Sleeping beside her had become a sort of sweet torture for Gendry. It was some kind of cruel jape, getting to feel her softly curving body against him every night and not being able to do anything about it. Some nights, when she squirmed and pressed her arse against his groin, or when he woke to find his small breasts against his bare chest, her hot breath on his neck, it was almost too much. Those nights he forced himself to ignore the aching in his groin as long as he could, but when it was all too much he would make sure she was fast asleep, then slowly disentangle his limbs from hers- trying to ignore how well they fit against each other- and take himself in hand.

He would try to imagine someone, anyone but her. He pictured the innkeeper’s sister, Jeyne, who was closer to his age and not a high-born lady, but it was no use. Without fail, Jeyne’s light brown hair would darken and shorten, her brown eyes would turn grey, and then she was Arya. He always felt supremely guilty after, as if he had dishonored Arya by just thinking about her too much, and would try to avoid her the next day for as long as he could. Unfortunately, Arya always seemed to find him by mid-morning, and her japes and teasing only made him feel worse. A week ago when he was avoiding her, she had come up in the woods behind him as he finished taking a piss.

“Polishing your sword?” She had teased, a smile playing at her lips while Gendry fumbled with his laces, trying to retie his breeches as quickly as possible. She had found his flustered state all too amusing. Tonight, Gendry tossed and turned for a long while, trying to forget the girl beside him and find sleep. That proved impossible when his squirming annoyed her.

“Mmm, Gendry.” The sound of her moaning went straight to his groin. “Go to _sleep_.” She rolled so half of her body was on his, an arm crossed over his chest and her thigh draped over his, inches away from his groin. He could hardly wait for her breathing to steady before rolling away from her and wrapping his hand around his throbbing cock. He tried to think of Jeyne, think of the ladies who he had seen in King’s Landing, but all he could picture was her. It didn’t take him long to finish, and when he did her name slipped past his lips in a whisper, unbidden. Arya started in her sleep as he did so, and his heart nearly stopped.

 _Too close._ He told himself. _Tomorrow I’ll tell her she can’t sleep beside me anymore, that she’s too old to be sleeping beside a man. If I tell her it wouldn’t look proper…_ But no, that wouldn’t work on Arya. He’d have to come up with something else, something better. Gendry fell asleep frowning, trying to figure out what to say.

 

The next morning when he awoke, Arya was already at the fire eating with the others. He would tell her. Somehow explain to her that this couldn’t go on. But then Arya got up from the fire, and he saw the way some of the men leered at her as she bent to get a clean tunic out of her pack. Gendry clenched his jaw angrily. For the first time, he realized he wasn’t the only one who had noticed that Arya had grown up. And brotherhood or not, he did not trust some of the men to let Arya be if she didn’t have him beside her for protection. He had no doubts that Arya could defend herself- she was quick and clever and stronger than she looked- but that was when she was awake. While she slept, it would be easy for someone to pin her down and- Gendry growled at the thought of it. He couldn’t tell her to sleep someplace else, nowhere else was safe, not for a pretty young girl like her. She could beguile even the best of men, and these were far from the best of men. Plus, they could go weeks without finding a town with a brothel, and Arya was often the only girl they saw in that time. Gendry could certainly handle a little discomfort to keep his Arya safe.

That evening, when Gendry rose from the fire to lie down for the night, he saw Arya rise as well. _Damn it._ He had been hoping to try and fall asleep before she laid down next to him to distract him.

“Hey Arya, why don’t you let me warm your sheets tonight?” Gendry froze when he heard Anguy’s voice. It was one thing for him to protect her, but what if she didn’t want protecting? It hadn’t even occurred to him before, but now he felt like his stomach had turned to ice. He turned to gauge Arya’s response, and saw her looking at Anguy with an arched eyebrow.

“But I always sleep with Gendry.” She told him simply. Anguy laughed.

“Aye, you always _sleep_ with him. I’m thinking a girl your age might want something a little more than sleep.” Gendry felt nausea rising up inside of him. _Not him, don’t choose him,_ please _Arya come with me. Just come and sleep._

“That’s what you think.” Arya gave Anguy a saucy wink. “Good night Anguy.” Amidst the hoots and laughter of the other men of the Brotherhood, Arya sauntered up to Gendry and snaked an arm around his waist, leading him far from the fire. As they left, he heard someone ask if anyone thought they were really fucking.

“Why did you say that?” Gendry blurted once they were out of earshot and he found his tongue again.

“I figured he’d be more likely to leave me alone if he thought I was yours.” Arya shrugged. He gaped at her, and she flushed. “I mean, not yours like I belong to you, yours as in… you know. I figured if they thought that we were… well, you’re bigger than most of them so they wouldn’t try anything. Would you rather I hadn’t said anything?” She asked, clearly embarrassed.

“No.” He protested rather too quickly. “No, I just- you took me by surprise is all.” Arya smiled at him and shook her head.

“Took me by surprise too. I never thought someone’d be so hard up they’d go looking to Arya Horseface.”

“What?” Gendry was gaping at her again. Arya set about laying down their cloaks as she explained.

“It’s what my sister used to call me, her and her friends at Winterfell. ‘Arya Horseface.’ I’m supposed to look like my aunt Lyanna, but everyone says she was beautiful and I’m…” She shrugged and gave him a wicked smile. “I may not be pretty like Sansa, but she could never fight like me.” Gendry sat beside her on the makeshift bed. Was it possible that she didn’t think she was pretty? He thought back to what she looked like when he first met her, when she was still a child. Maybe her looks had taken a little growing into, but now she was gorgeous.

“Arya, you are beautiful. You must know that.” He told her seriously. She rolled her eyes at him.

“Aye, I’ve a face that could launch a thousand ships- all of them trying to get away from me.” She japed. “Lie down.” He obeyed her, pulling a cloak over the both of them as she nestled close beside him.

“You are.” He insisted. Arya lightly smacked the center of his chest, but left her hand there so she was half hugging him.

“Sure sure, I’m beautiful, and you’re the king.” Her tone dripped sarcasm.


	2. Chapter 2

**Summary for the Chapter:**

> Gendry gets all angsty and guilty thinking about his feelings towards Arya. *no smut

“Bull. Come here.” Gendry obeyed the older man, a lesser lord who had been with the Brotherhood even longer than he had.

“Yes, ser?” He asked as he pulled his mount up beside him.

“What’s this I heard about you and Arya last night?” The man asked. Gendry flushed a bright red. “Need I remind you that she’s a highborn lady? She’s meant for a lord, not a baseborn bastard like you.” Now Gendry wasn’t sure if his flush was from anger or embarrassment.

“Let the boy be Gerold.” Harwin interrupted. “Maybe once she was meant to wed a lord, but that won’t happen until this war is well and over. Now hopefully that’ll be soon, but it could be years from now, and like as not we won’t all survive anyways.” Now it was Lord Gerold’s turn to flush.

“And when the war is over and she’s to be wed, then what?” He demanded. “It is our responsibility to keep her safe-”

“And safe she is.” Harwin interrupted again. “If Gendry tries anything Arya doesn’t like, you can be sure everyone in this camp will know it, and he’ll come out much the worse.”

“And what of her honor?” Harwin raised his eyebrows at the question.

“You think that after spending all these years with a band of ruffians her honor is still intact? It’s not as though a maester could vouch for her maidenhood either, all this riding ahorse has surely torn her maidenhead by now. No, if she wants to do another sort of riding, I say let her and the boy have their fun. She’s plenty old enough, Jeyne says she had her flowering nigh on a year ago. So long as she drinks her moon tea, no harm can come of it.” Lord Gerold rode away from them in a huff, refusing to respond.

“Harwin, I haven’t- Arya- we don’t- we’re just friends. She’s like my sister.” Gendry stuttered, his face a bright crimson. Harwin looked at him with an amused expression.

“Don’t forget son, I knew her brothers. None of them ever looked at her the way you do, and she never looked at them the way she looks at you neither. Like I said, you can have your fun together. She could do much worse than you, especially around here. Just don’t do anything stupid.” Gendry didn’t know what he could do except nod, his face still burning with embarrassment.

 _The way she looks at you._ Gendry wished it was true, wished that Arya had shown interest in him, but as far as he had noticed she hadn't. Maybe she teased him more than she did the others, spent more time with him, but that was just because they were such close friends. And while Gendry hoped against hope that Harwin might be right, Lord Gerold’s words echoed in his head.

 _She’s meant for a lord, not a baseborn bastard like you._ Arya’s own words followed. _I’m beautiful and you’re a king._ She had meant it as a jape, but have of that statement was true, and the other half cut bitterly. Gendry would never be good enough for Arya. He thought back to when he had become a knight, and wondered if he had done so in some part to be more worthy of her. Then they were just friends, and while he might have noticed her beauty in passing, she had still been just a child, and certainly hadn’t woken the fires within him that she now did. Even if it had been to deserve her, it certainly hadn’t worked. Gendry’s knighthood had seemed to enrage Arya at the time, and now she met his ‘m’lady’s by calling him ‘ser,’ or if she was in a good mood, ‘your knightliness.’ But no, he could never be good enough for her. Even dreaming about it was foolish.


	3. Chapter 3

For some reason, ever since Gendry had spoken with Lord Gerold and Harwin earlier that day, he flushed every time he looked at Arya, and he was avoiding her again. She hated when he did that. She wondered what they had been speaking about and gnawed her lower lip. Maybe she shouldn’t have pretended that she and Gendry were together. She hadn’t meant to cause any problems for him, she was just trying to get Anguy to leave her be… and maybe plant the seed of an idea in Gendry’s mind.

She had always admired Gendry’s strength, but more recently his muscles had woken something other than awe in her. She loved to feel his arms wrapped around her at night, and was always slightly disappointed when she woke to find that he had turned away from her in his sleep. For a while, Arya wondered if he was just humoring her when he tucked her into his arms, and releasing her as soon as she fell asleep, staying just close enough to keep warm, and to spare her feelings. 

Then, one night she woke as she felt him smoothly slip away from her, failing in his effort not to wake her. The low grunts and soft slapping sound had made her curious, so she had quickly peeked to see him taking himself in hand. A hot blush rose to her cheeks at the sight, but at the same time a sweet ache began between her legs. She bit her lip and pretended she had been asleep the whole time, but after his breathing had become steady again she slipped her hand between her own legs to rid herself of the want growing inside her. Sometimes she would pretend it was Gendry’s hand between her legs, and that would always bring her release faster. As time went on, she grew more and more bold, and would start touching herself when she felt him slip away from her, listening to his grunts of pleasure and imagining that he was thinking of her just as she was thinking of him. She was sure he wasn't, because after all, Gendry could have any girl he wanted. If he wanted her, all he had to do was ask. Not that he  _would_  want some horsefaced little girl.

Arya never figured Gendry would see her as anything but a little girl. Some of the other men stared at her chest as her breasts began to grow, but never Gendry. Arya wasn’t even sure he liked _girls_ , since she had never known him to go off with a whore. One time he had threatened to at the Peach, but Tom o’ Sevens had told her that Gendry had just sullenly drank his ale alone until going up to the Brotherhood’s shared room to sleep. But then two nights ago she had heard him say her name, a fierce whisper in the darkness, as he finished. She was sure that she was mistaken, but then he froze completely, and Arya could feel his eyes on her back, ensuring she was still asleep. Then she knew she was right, and became even wetter than she had been before. And then the night after that he had told her she was beautiful.

The stupid bull made no sense, but Arya was determined to figure him out.

* * *

 “Alyce says I’d be a good whore.” Arya informed Gendry as she slipped onto the bench beside him. They had arrived at the now familiar “inn,” the Peach, earlier, after Gendry had ignored her the entire day. “She says I’ve got quick little fingers and a sharp tongue, and besides that I’m young. I think when she asked how young I was she was really asking if I was a maid, but Anguy was quick to tell her I wasn’t.” She saw Gendry clench his jaw, his face flushing.

“How does Anguy know?” He sounded irritated. She raised her eyebrows at him.

“He doesn’t. He just thinks I’m fucking you, and therefore not a maid.” Arya watched Gendry’s face turn a deeper shape of red. He hadn’t looked at her yet, instead keeping his eyes on the table.

“Do _you_ think I’d be a good whore?” She asked, trying to make her voice coquettish as she curled her fingers around his bicep the way she had seen some of the other girls do. He jerked his arm out of her grasp.

“I’m not playing this game Arya.” He told her shortly.

“It’s not a game. I’m asking a question.”

“You are a _lady_ Arya.”

“And because of that I can’t become a knight like you and join the Brotherhood, so I might as well-”

“Enough!” He finally turned his glare on her, and Arya was surprised by the amount of sheer frustration she saw there. “You aren’t becoming a whore.”

“Just because _you_ prefer your hand-”She had never meant to tell him that she knew, but the words were out before she could stop them. Shock passed over his face, and he gaped at her.

“You-” but before she heard the rest of his sentence, Arya was flitting away, out the door of the inn. Gendry made to grab her, but she had always been too fast for him. When she was outside, she took a sharp right turn and leaned against the side of the inn, halfway to the back.

 _Fuck. Fuck fuck fuck fuck fuck._ He would never let her sleep beside him again now. Not now that he knew she knew. If she hadn’t let herself get so _angry_ with him… and for what? He was just ignoring her. He would be back to normal in a day or two, he always was. But she had to go and lose her temper, and now that it had been said she couldn’t take it back, and everything would be different. _Quiet as a shadow._ She could try to sneak into the room the Brotherhood had purchased for the night before he saw her. She doubted he would look for her there. _If he looks for me at all. Maybe he’ll find a whore he_ does _want._ The thought made bile rise up in her throat.

“ _There_ you are. You can’t run off at night like that, especially hanging around a brothel.” Arya jumped at the sound of his voice, surprised she hadn’t heard him coming. Apparently she had been too wrapped up in her thoughts. Gendry leaned against the wall beside her, leaving a good six inches of space between them. She wished he was closer.

“How long have you…?” Gendry cleared his throat, apparently too embarrassed to finish the question.

“A while.” He shook his head.

“I’m sorry Arya. I shouldn’t have… done that. Especially not with you so close by. I thought you were asleep but even still, it was entirely inappropriate of me.” Arya rolled her eyes as Gendry continued on, staring at the ground. “Why didn’t you say anything about it before? If I had known that you were _awake,_ lying there beside me-”

“I wasn’t.” Arya interrupted. Gendry furrowed his brow as he finally looked at her.

“What do you mean? You said-”

“I was awake,” Arya explained, “but I wasn’t just lying there. When I heard you I would… touch myself.” She felt heat flood to her face, but the sight of him clenching his jaw and swallowing hard made her almost forget any embarrassment she was feeling admitting this to him.

“You- you-” Gendry was stammering, but Arya felt powerful as she took a step towards him, nodding.

“I touch myself. I pretend it’s _me_ getting you to make those noises, that it’s _your_ hand between my legs. Sometimes I imagine what would happen if you were to roll over and see me-” One moment Arya was sliding her palm up Gendry’s chest, the next she found herself pinned against the side of the brothel, Gendry’s lips hot on her own. Arya had never been kissed before, not really at least, not like this. She found she quite liked it. She fought Gendry’s tongue for dominance until he pulled away and leaned his forehead against hers, both of them panting for breath.

“Gods Arry, do you know what you do to me?” He murmured.

“No,” Arya answered honestly, “but I heard you say my name the other night.” She gave him a wolfish grin, which he promptly swallowed.

He easily lifted her, and she wrapped her legs around his waist. He kept one hand on her ass, but crept one the other up to her breast, fondling her over her tunic. When he reached into her tunic and flicked his thumb over her nipple, she moaned and ground her hips against him. The little she-wolf kissed the delicate skin of her bull’s neck, nipping lightly at his shoulder. She smiled triumphantly against his skin when she ground her hips against his again and felt his stiffening cock. Claiming his mouth with her own once more, she slid a hand between them and started fumbling with the laces to his breeches, but frowned when he pushed her hand away and broke slightly apart from her.

“No.” He panted. “Bed. We need- we need a bed.” He told her firmly in a husky voice. She may have taken his tone slightly more seriously if he didn’t still have a hand on her ass.

“Why can’t we just-” She started to protest, but Gendry cut her off.

“Arry, no. We shouldn’t even be doing this at all- _but,”_ he added quickly, seeing that she was about to protest again, “but I’ve wanted you so badly for so long that-” She swallowed the rest of his words with a passionate kiss, then pulled away, cocking an eyebrow at him.

“Let’s go get a bed then.”

The trip into the Peach was quick. Arya led Gendry by the hand, sidestepping drunken members of the Brotherhood and whores alike until she found Alyce. The older woman gave Arya a smirk, took the coin she offered, and pointed them to a room without a word. Amidst the hoots from those of the Brotherhood who noticed them, Arya led Gendry to the room, slammed the door shut, pushed him onto the bed and straddled him. He seemed a bit dazed, but kissed her enthusiastically enough.

Once Gendry finally got his bearings, Arya felt him unlace her leather jerkin, immediately pressing hot kisses to the tops of her breasts once he had it undone. He made a frustrated noise, then swiftly pulled her tunic and jerkin, before taking one of her breasts in his mouth.

“Oh _Gendry_.” She moaned as he flicked his tongue over her nipple. A moment later she squeaked happily as he roughly flipped them over so he was hovering over her. She made short work of his tunic, and was soon nimbly untying his breeches when she felt his large hand slip into the front of her own breeches. She barely had time to wonder how he had untied them so quickly when she felt his finger stroke her wet center, and gave a small cry of surprise and pleasure.

“Tell me something Arry.” Gendry nuzzled her neck. “How is it that you stayed quiet beside me for so long when you’re so very _loud._ ” She could hear the self-satisfied smirk in his tone, and tried to sound calm.

“Well I- _ohh!”_ She couldn’t contain a loud moan when Gendry slipped a finger into her core. “I didn’t- have you- to help me out then- did I?” She panted. Gendry moved his head up from her chest, and she could feel his hot breath on her lips as he smiled smugly.

“That’s a good answer.” And then his lips were on hers again. It didn’t seem fair that he should be so at ease while she was a panting mess, so Arya tried to focus on untying his breeches. It took longer than it should have given her level of distraction- especially when he added another finger and started a scissoring motion. But she was soon smug herself when she heard him gasp as she wrapped her hand around his thick cock. She began to move her hand up and down the way she had seen him do it, and felt herself get wetter when he groaned her name.

“Gods.” She moaned in response. “I want to feel you inside me.” Arya looked into Gendry’s eyes, which had darkened to almost black with lust. She watched as he swallowed the ‘are you sure?’ that she knew was on his lips, watched him swallow his protestations that they shouldn’t be doing this, that she was a lady and he was just a bastard. She knew what he was thinking, just like he knew how annoyed she’d be if he said any of it. Only a few seconds had passed before Gendry nodded, pulled away from her, and finished removing both of their breeches and small clothes.

He gave her an intense look, questioning and wanting all in one, and she nodded, pulling him down by the shoulders to kiss her. She knew that it was going to hurt, and she didn’t want him to see any flash of pain cross her face. He moaned into her mouth as he slowly pressed into her, and Arya screwed her eyes tight at the pinching feeling. Despite the fact that she had no maidenhead to tear, losing her maidenhood still hurt- but just for a moment or two. The pain quickly faded as Gendry pumped in and out of her, and pleasure soon came in its wake, and Arya started bucking her hips in time with Gendry.

“Gendry _harder._ ” She cried, and he happily met her demand. As he pumped harder and faster in and out of her slick heat, she glanced up at his face- and almost laughed at the stupid, dazed expression she found there. Her bubbling giggle quickly turned into a moan though, when his cock hit her _there._ And then all she could think about was him and how he was making her feel and how he _always_ made her feel so safe and loved and right and- and then she was unraveling, crying out his name and clutching his bicep with one hand, the other scratching against his back.

“Oh fuck Arya.” He moaned in a low voice. Arya vaguely felt him release inside her, but it wasn’t until she had come down from her high and he collapsed beside her that she was capable of real thoughts again. As they panted, she cuddled against his side and he wrapped an arm around her, pulling him close to her. They soon fell asleep like that, waking up twice more that night to lay together again. Arya had even convinced him to go again in the morning when they woke, despite his insistence that they would keep everyone waiting. Not that convincing him had been especially difficult.

* * *

 Arya had been right. In the past few weeks since she had let it slip that she knew what Gendry did at night, everything _had_ changed between them. And it only got better and better as time went on. As she cuddled sleepily against the man she loved after yet another sweaty fuck, she heard him chuckle against her hair.

“I just realized that, despite my best efforts, my first time was in a brothel.”

“And you said you didn’t want me to be a whore.” She teased.


End file.
